07/02/2026 | Press release | Distributed by Public on 07/02/2026 15:35
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 4,856,369(1) | 4,856,369(1) | I | See Footnote(2) | |||||||
| Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 1,920,000(1) | 1,920,000(1) | I | See Footnote(3) | |||||||
| Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 492,134(1) | 492,134(1) | I | See Footnote(5) | |||||||
| Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 492,134(1) | 492,134(1) | I | See Footnote(6) | |||||||
| Stock Option (Right to Buy) | $1.6(7) | (8) | 02/23/2029 | Class B Common Stock | 192,639(7) | 192,639(7) | D | ||||||||
| Stock Option (Right to Buy) | $9(7) | (8) | 05/04/2030 | Class B Common Stock | 114,583(7) | 114,583(7) | D | ||||||||
| Stock Option (Right to Buy) | $41.92(7) | (8) | 02/10/2031 | Class B Common Stock | 302,409(7) | 302,409(7) | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Gardner Jason M. 180 GRAND AVENUE 6TH FLOOR OAKLAND, CA 94612 |
X | X | ||
| /s/ Tracy Foard, Attorney-in-Fact | 07/02/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The number of shares beneficially owned reflects the 1-for-4 reverse stock split effected June 30, 2026 (the "Reverse Stock Split"). Cash was paid in lieu of any fractional shares resulting from the Reverse Stock Split. |
| (2) | The shares are held of record by Jason Gardner and Jocelyne Gardner as trustees of The Gardner 2008 Living Trust dated March 22, 2008. |
| (3) | The shares are held of record by trusts for the benefit of the Reporting Person's children and of which the trustee is an independent institution. The Reporting Person disclaims beneficial ownership of the shares held in the trusts for the benefit of the Reporting Person's children. |
| (4) | Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and upon the occurrence of other events set forth in the Issuer's Certificate of Incorporation. |
| (5) | The shares are held directly by the Jason Gardner 2025 GRAT dated May 14, 2025, for which the Reporting Person is trustee. |
| (6) | The shares are held directly by the Jocelyne Gardner 2025 GRAT dated May 14, 2025, for which the spouse of the Reporting Person is trustee. |
| (7) | The per share exercise price and number of shares subject to the option reflect the Reverse Stock Split. |
| (8) | All of the shares subject to this option are fully vested and exercisable as of the date hereof. |